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Business Acquisition
9 Months Ended
Oct. 04, 2015
Business Acquisition [Abstract]  
Business Acquisition

NOTE I – BUSINESS ACQUISITION

On January 24, 2014, AMTEC Corporation, a wholly-owned subsidiary of the Company, purchased substantially all of the assets of Chemring Energetic Devices, Inc.’s business located in Clear Lake, South Dakota, and all of the real property owned by Technical Ordnance Realty, LLC.  The Clear Lake facility is a manufacturer of detonators, booster pellets, release cartridges, lead azide, and other military energetic devices and materials.  Its major customers include U.S. and foreign government agencies, AMTEC Corporation, and other defense contractors.  The acquisition of the Clear Lake facility complements the Defense segment’s existing line of products.  The total consideration transferred was $10,534,000, consisting of $10,000,000 of cash paid at closing, and an additional cash payment of $534,000, which was made during the second quarter of 2014.

 

The acquisition was accounted for under the acquisition method of accounting with the Company treated as the acquiring entity.  Accordingly, the consideration paid by the Company to complete the acquisition has been recorded to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. The carrying values for current assets and liabilities were deemed to approximate their fair values due to the short-term nature of these assets and liabilities.  The following table shows the amounts recorded as of the acquisition date.

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

Receivables

$

1,498 

Inventory

 

4,688 

Other current assets

 

28 

Property, plant and equipment

 

4,800 

  Total assets acquired

 

11,014 

Less: Current liabilities assumed

 

480 

Net assets acquired

$

10,534 

 

The amount shown above for receivables represents the gross accounts receivable from the sales of goods, net of an allowance for doubtful accounts of $20,000.

 

The Company’s statement of comprehensive income includes revenue and earnings from the acquired facility of $5,294,000 and $171,000, respectively, for the third quarter of 2014, and $11,301,000 and $876,000, respectively, for the period starting from the date of acquisition through the end of the third quarter of 2014.  The following unaudited pro forma condensed consolidated results of operations has been prepared as if the acquisition had occurred as of the first day of the fiscal year prior to the fiscal year in which the acquisition was completed.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(unaudited)

 

(in thousands, except per share data)

 

Quarter Ended

 

Nine Months Ended

 

September 28, 2014

 

September 28, 2014

 

 

 

 

 

 

Net sales

$

95,463 

 

$

270,964 

Net earnings

 

5,123 

 

 

13,704 

 

 

 

 

 

 

Net earnings per share (basic and diluted)

$

0.74 

 

$

1.98 

Weighted average shares outstanding (basic and diluted)

 

6,932 

 

 

6,927 

 

 

 

 

 

 

 

The unaudited pro forma financial information presented above is not intended to represent or be indicative of what would have occurred if the transactions had taken place on the dates presented and is not indicative of what the Company’s actual results of operations would have been had the acquisitions been completed at the beginning of the periods indicated above. Further, the pro forma combined results reflect one-time costs to fully merge and operate the combined organization more efficiently, but do not reflect anticipated synergies expected to result from the combination and should not be relied upon as being indicative of the future results that the Company will experience.